The music of Soundgarden represents a unique blend of heavy metal power and and art-rock sensitivity, this is clearly displayed in the song ‘Outshined’. The unorthodox harmony, use of odd time time signatures and sectional variation seem to blur genre boundaries within rock music and also lend the music a sense of emotional instability that runs in line with the lyrical content of the song. The essay demonstrates how pre-existing models of popular music analysis are unable to get to grips with such an eclectic and contradictory musical language that is seemingly born of instinct and potentially the result of a lack of traditional music theory and/or training on the behalf of the composer.